UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 13)*
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13(D)-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13D-2(A)
AMERCO
(Name of Issuer)
Common
Stock, $0.25 par value per share
(Title of
Class of Securities)
023586100
(CUSIP Number)
Laurence
J. De Respino
2727 North Central Avenue
Phoenix, Arizona 85004
(602) 263-6788
(Name, Address and Telephone Number
of Person Authorized to Receive Notices and Communications)
December 8,
2022
(Date of Event Which Requires Filing of This
Statement)
If
the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(e),
13d-1(f) or 13d-1(g), check the following box. ¨
Note:
Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See
Rule 13d-7 for other parties to whom copies are to be
sent.
* The remainder of this cover page shall be filled out for a
reporting person’s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a
prior cover page.
The information required on the remainder of this cover
page shall not be deemed to be “filed” for the purpose of
Section 18 of the Securities Exchange Act of 1934 (the “Act”)
or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however,
see the Notes).
|
CUSIP No. 023586100 |
SCHEDULE 13D |
|
1. |
Name of Reporting Person
Edward J. Shoen
|
|
2. |
Check the Appropriate Box if a Member of a Group
(a) x
(b) ¨
|
|
3. |
SEC
Use Only
|
|
4. |
Source of Funds
AF
|
|
5. |
Check if Disclosure of Legal Proceedings is Required Pursuant to
Item 2(d) or 2(e)
¨
|
|
6. |
Citizenship or Place of Organization
United States
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7. |
Sole Voting Power
47
|
|
8. |
Shared Voting power
9,767,011(1)
|
|
9. |
Sole Dispositive Power
47
|
|
10. |
Shared Dispositive Power
9,767,011(1)
|
|
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
9,767,058(1)
|
|
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain
Shares
¨
|
|
13. |
Percent of Class Represented by Amount in Row (11)
49.81%(1)
|
|
14. |
Type of Reporting Person
IN
|
| |
|
|
|
(1) See
Item 5 below.
|
CUSIP No. 023586100 |
SCHEDULE 13D |
|
1. |
Name of Reporting Person
Mark V. Shoen
|
|
2. |
Check the Appropriate Box if a Member of a Group
(a) x
(b) ¨
|
|
3. |
SEC
Use Only
|
|
4. |
Source of Funds
AF
|
|
5. |
Check if Disclosure of Legal Proceedings is Required Pursuant to
Item 2(d) or 2(e)
¨
|
|
6. |
Citizenship or Place of Organization
United States
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7. |
Sole Voting Power
36,584
|
|
8. |
Shared Voting power
9,767,011 (2)
|
|
9. |
Sole Dispositive Power
36,584
|
|
10. |
Shared Dispositive Power
9,767,011(2)
|
|
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
9,803,595 (2)
|
|
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain
Shares
¨
|
|
13. |
Percent of Class Represented by Amount in Row (11)
49.9985%(2)
|
|
14. |
Type of Reporting Person
IN
|
| |
|
|
|
(2) See
Item 5 below.
|
CUSIP No. 023586100 |
SCHEDULE 13D |
|
1. |
Name of Reporting Person
Foster Road LLC
|
|
2. |
Check the Appropriate Box if a Member of a Group
(a) x
(b) ¨
|
|
3. |
SEC
Use Only
|
|
4. |
Source of Funds
OO
|
|
5. |
Check if Disclosure of Legal Proceedings is Required Pursuant to
Item 2(d) or 2(e)
¨
|
|
6. |
Citizenship or Place of Organization
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7. |
Sole Voting Power
0
|
|
8. |
Shared Voting power
9,767,011 (3)
|
|
9. |
Sole Dispositive Power
0
|
|
10. |
Shared Dispositive Power
9,767,011 (3)
|
|
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
9,767,011 (3) |
|
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain
Shares
¨
|
|
13. |
Percent of Class Represented by Amount in Row (11)
49.81%(3)
|
|
14. |
Type of Reporting Person
OO
|
| |
|
|
|
(3) See
Item 5 below.
|
CUSIP No. 023586100 |
SCHEDULE 13D |
|
1. |
Name of Reporting Person
Willow Grove Holdings LP
|
|
2. |
Check the Appropriate Box if a Member of a Group
(a) x
(b) ¨
|
|
3. |
SEC
Use Only
|
|
4. |
Source of Funds
OO
|
|
5. |
Check if Disclosure of Legal Proceedings is Required Pursuant to
Item 2(d) or 2(e)
¨
|
|
6. |
Citizenship or Place of Organization
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7. |
Sole Voting Power
0
|
|
8. |
Shared Voting power
9,767,011 (4)
|
|
9. |
Sole Dispositive Power
0
|
|
10. |
Shared Dispositive Power
9,767,011 (4)
|
|
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
9,767,011 (4)
|
|
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain
Shares
¨
|
|
13. |
Percent of Class Represented by Amount in Row (11)
49.81%(4)
|
|
14. |
Type of Reporting Person
PN
|
| |
|
|
|
(4) See
Item 5 below.
|
CUSIP No. 023586100 |
SCHEDULE 13D |
|
1. |
Name of Reporting Person
Blackwater Investments, Inc.
|
|
2. |
Check the Appropriate Box if a Member of a Group
(a) x
(b) ¨
|
|
3. |
SEC
Use Only
|
|
4. |
Source of Funds
OO
|
|
5. |
Check if Disclosure of Legal Proceedings is Required Pursuant to
Item 2(d) or 2(e)
¨
|
|
6. |
Citizenship or Place of Organization
Nevada
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7. |
Sole Voting Power
0
|
|
8. |
Shared Voting power
880,127(5) |
|
9. |
Sole Dispositive Power
0
|
|
10. |
Shared Dispositive Power
880,127(5)
|
|
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
880,127(5) |
|
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain
Shares
¨
|
|
13. |
Percent of Class Represented by Amount in Row (11)
4.5%(5)
|
|
14. |
Type of Reporting Person
CO
|
| |
|
|
|
(5) See Item 5 below.
|
CUSIP No. 023586100 |
SCHEDULE 13D |
|
1. |
Name of Reporting Person
Clarendon Strategies, LLC
|
|
2. |
Check the Appropriate Box if a Member of a Group
(a) x
(b) ¨
|
|
3. |
SEC
Use Only
|
|
4. |
Source of Funds
OO
|
|
5. |
Check if Disclosure of Legal Proceedings is Required Pursuant to
Item 2(d) or 2(e)
¨
|
|
6. |
Citizenship or Place of Organization
Arizona
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7. |
Sole Voting Power
0
|
|
8. |
Shared Voting power
1,324,000(6) |
|
9. |
Sole Dispositive Power
0
|
|
10. |
Shared Dispositive Power
1,324,000(6)
|
|
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,324,000(6) |
|
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain
Shares
¨
|
|
13. |
Percent of Class Represented by Amount in Row (11)
6.75%(6)
|
|
14. |
Type of Reporting Person
OO
|
| |
|
|
|
(6) See Item 5 below.
Introduction
This Amendment No. 13 (this “Amendment”) relates to the
Schedule 13D filed on July 13, 2006, as amended by Amendment
No. 1 filed on March 9, 2007, as amended by Amendment
No. 2 filed on June 26, 2009, as amended by Amendment
No. 3 filed on May 1, 2013, as amended by Amendment
No. 4 filed on December 17, 2015, as amended by Amendment
No. 5 filed on February 12, 2016, as amended by Amendment
No. 6 filed on September 14, 2016, as amended by
Amendment No. 7 filed on June 9, 2017, as amended by
Amendment No. 8 filed on June 30, 2017, as amended by
Amendment No. 9 filed on October 4, 2018, as amended by
Amendment No. 10 filed on November 14, 2022, as amended
by Amendment No. 11 filed on November 18, 2022 and as
amended by Amendment No. 12 filed on December 1, 2022
(the “Schedule 13D”), which relates to a group now
consisting of Edward J. Shoen, Mark V. Shoen, Foster Road LLC,
Willow Grove Holdings LP, Blackwater Investments, Inc. and
Clarendon Strategies, LLC, each individually and/or on behalf of
the various entities as applicable (the “Reporting Persons”)
with respect to the voting common stock, $0.25 par value per share
(the “Common Stock”), of AMERCO (the “Company”).
Item 3. Source and Amount
of Funds or Other Consideration
As described in more detail below in Item 5(c), Clarendon purchased
an aggregate of 248,300 shares of Common Stock in open market
purchases for an aggregate purchase price of $16,132,237.70. The
source of funds used in connection with the purchase of these
shares of Common Stock was the working capital of Clarendon
and its affiliates.
Item 5. Interest in Securities of the Issuer.
(a)-(b) As set forth below, each of the Reporting Persons
beneficially owns the number and percentage of shares of Common
Stock and Non-Voting Common Stock of the Company individually and
as a group and each of the Reporting Persons maintains such sole or
shared voting power as applicable. Each of the Reporting Persons
continues to maintain sole dispositive power in respect of the
shares beneficially owned individually by such Reporting Person. As
of November 4, 2022, there were 19,607,788 shares of Common
Stock outstanding, and as of November 10, 2022, there were
176,470,092 shares of Non-Voting Common Stock outstanding, each of
which is used as the basis for calculating percentages.
Willow Grove is the record holder of 7,562,884 shares of Common
Stock and 68,065,956 shares of Non-Voting Common Stock. Foster
Road, which is owned and controlled by various trusts associated
with Mark V. Shoen and Edward J. Shoen, owns a 0.1% general partner
interest in Willow Grove. The managers of Foster Road are Stuart
Shoen and Mark V. Shoen. The trustees of the trusts and managers of
Foster Road may be deemed to share beneficial ownership of the
securities held of record by Willow Grove. Each of them disclaims
beneficial ownership of any such securities except to the extent of
such persons pecuniary interest therein, and the filing of this
Schedule 13D shall not be construed as an admission that any such
person is the beneficial owner of such securities for purposes of
Section 13(d) or Section 13(g) of the Act or
for any other purposes.
Blackwater is a wholly-owned subsidiary of Willow Grove and is the
record holder of 880,127 shares of Common Stock and 7,921,143
shares of Non-Voting Common Stock. Mark V. Shoen is the president
and sole director of Blackwater.
Clarendon is also a wholly-owned subsidiary of Willow Grove and is
the record holder of 1,324,000 shares of Common Stock. Mark V.
Shoen is the president and manager of Clarendon. By virtue of
Willow Grove’s ownership of Clarendon and Blackwater, Willow Grove
Holdings LP and Foster Road LLC are deemed to be indirect owners of
shares of Common Stock and Non-Voting Common Stock held by
Clarendon and Blackwater. Accordingly, Willow Grove Holdings LP and
Foster Road LLC directly and indirectly own 9,767,011 shares of
Common Stock, approximately 49.81% of the Common Stock outstanding
and 75,987,099 shares of Non-Voting Common Stock, approximately
43.1% of the Non-Voting Common Stock outstanding.
Edward
J. Shoen:
Individually - is the record holder of 32 shares of Common Stock
and 288 shares of Non-Voting Common Stock, the beneficial owner of
15 shares of Common Stock and 136 shares of Non-Voting Common Stock
held by an ESOP Trust Fund, and is the beneficiary of 25,106 shares
of Common Stock and 225,954 shares of Non-Voting Common Stock held
by the EJS-028 Trust, but does not have voting or dispositive
control the shares held by EJS-028 Trust.
Group - has a direct or indirect beneficial interest in 9,767,058
and 76,213,477 shares of Common Stock and Non-Voting Common Stock,
respectively, approximately 49.81% and 43.2%, respectively of the
Common Stock and Non-Voting Common Stock outstanding.
Mark
V. Shoen:
Individually-is the trustee and beneficiary along with his spouse
of 6,707 shares of Common Stock and 60,363 shares of Non-Voting
Common Stock held by the Shoen Family Revocable Trust, and has
voting and dispositive control over such shares. He is also the
beneficial owner of 4,771 shares of Common Stock and 42,931 shares
of Non-Voting Common Stock held by an ESOP Trust Fund. He is the
trustee of 25,106 shares of Common Stock and 225,954 shares of
Non-Voting Common Stock held by the EJS-028 Trust and has voting
and dispositive control over such shares.
Group - has a direct or indirect beneficial interest in 9,803,595
and 76,316,347 shares of Common Stock and Non-Voting Common Stock,
respectively, approximately 49.9985% and 43.2%, respectively of the
Common Stock and Non-Voting Common Stock outstanding.
Each of the Reporting Persons, as a member of a “group” with the
other Reporting Persons for purposes of
Rule 13d-5(b)(1) of the Exchange Act, may be deemed to
beneficially own the shares owned by the other Reporting Persons.
The filing of this Schedule 13D/A shall not be deemed an admission
that any of the Reporting Person is, for purposes of
Section 13(d) of the Exchange Act, the beneficial owner
of any shares he or it does not directly own. Each of the Reporting
Persons specifically disclaims beneficial ownership of the shares
reported herein that he or it does not directly own.
(c) Clarendon purchased
an aggregate of 248,300 shares of Common Stock in open market
purchases for an aggregate purchase price of $16,132,237.70, as
follows:
|
Purchase Date |
|
Number of Shares Purchased |
|
|
Price Per Share |
|
|
12/07/2022 |
|
|
35,013 |
|
|
|
$63.815
(1) |
|
|
12/07/2022 |
|
|
96,087 |
|
|
|
$64.542
(1) |
|
|
12/07/2022 |
|
|
2,200 |
|
|
$ |
65.00 |
|
|
12/08/2022 |
|
|
27,029 |
|
|
|
$64.865
(2) |
|
|
12/08/2022 |
|
|
42,302 |
|
|
|
$65.660
(2) |
|
|
12/08/2022 |
|
|
45,669 |
|
|
|
$66.181
(2) |
|
(1) The price reported is a weighted average price. These
shares were sold in multiple transactions at prices ranging from
(a) with respect to the weighted average price of $63.815:
$63.135 to $63.995, inclusive and (b) with respect to the
weighted average price of $64.542: $64.000 to $64.995, inclusive.
The reporting persons undertake to provide to the Issuer, any
security holder of the Issuer, or the staff of the Securities and
Exchange Commission, upon request, full information regarding the
number of shares sold at each separate price within the ranges set
forth in footnote (1).
(2) The price reported is a weighted average price. These
shares were sold in multiple transactions at prices ranging from
(a) with respect to the weighted average price of $64.865:
$64.645 to $64.99, inclusive, (b) with respect to the weighted
average price of $65.660: $65.00 to $65.99, inclusive and
(c) with respect to the weighted average price of $66.181:
$66.00 to $66.34, inclusive. The reporting persons undertake to
provide to the Issuer, any security holder of the Issuer, or the
staff of the Securities and Exchange Commission, upon request, full
information regarding the number of shares sold at each separate
price within the ranges set forth in footnote (2).
(d) None.
(e) Not applicable.
Item 7. Material to be Filed as Exhibits.
Exhibit
99.1 Joint Filing Agreement (incorporated by reference to
Exhibit 99.1 to Schedule 13D/A filed by the Reporting Persons
with the Securities and Exchange Commission on October 4,
2018).
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: December 9, 2022
| /s/ Edward
J. Shoen |
|
| Edward J. Shoen |
|
| |
|
| /s/ Mark V.
Shoen |
|
| Mark V. Shoen |
|
| |
|
| Willow Grove Holdings LP |
|
| |
|
| By: |
Foster Road LLC, its General Partner |
|
| |
|
|
|
| |
By: |
/s/ Mark V. Shoen |
|
| |
|
Mark V. Shoen, Manager |
|
| |
|
|
|
| |
By: |
/s/ Stuart Shoen |
|
| |
|
Stuart Shoen, Manager |
|
| |
|
| Foster Road LLC |
|
| |
|
|
| By: |
/s/ Mark V.
Shoen |
|
| |
Mark V. Shoen, Manager |
|
| |
|
|
| By: |
/s/ Stuart
Shoen |
|
| |
Stuart Shoen, Manager |
|
| |
|
|
| Blackwater Investments, Inc. |
|
| |
|
|
| /s/ Mark V.
Shoen |
|
| Mark V. Shoen, President |
|
| Clarendon
Strategies, LLC |
|
| |
|
|
| By: |
/s/
Mark V. Shoen |
|
| |
Mark
V. Shoen, Manager |
|
SCHEDULE A
The name, present principal occupation or employment and
citizenship of each of the managers of Foster Road LLC and
Clarendon Strategies, LLC and the officers and directors of
Blackwater Investments, Inc. are set forth below. Unless
otherwise noted, the business address of each individual is 207
East Clarendon Avenue, Phoenix, AZ 85012.
Managers of Foster Road LLC
|
Name |
Present
Principal Occupation |
Citizenship |
|
Mark
V. Shoen |
Manager
of Foster Road LLC, President, Treasurer and Director of Blackwater
Investments, Inc. and President and Manager of Clarendon
Strategies, LLC |
United
States |
|
Stuart
Shoen |
Manager
of Foster Road LLC |
United
States |
Officers and Directors of Blackwater
Investments, Inc.
|
Name |
Present
Principal Occupation |
Citizenship |
|
Mark
V. Shoen |
Manager
of Foster Road LLC, President, Treasurer and Director of Blackwater
Investments, Inc. and Manager of Clarendon Strategies,
LLC |
United
States |
Clarendon Strategies, LLC
|
Name |
Present
Principal Occupation |
Citizenship |
|
Mark
V. Shoen |
Manager
of Foster Road LLC, President, Treasurer and Director of Blackwater
Investments, Inc. and President and Manager of Clarendon
Strategies, LLC |
United
States |
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